Common use of Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets Clause in Contracts

Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in each Individual Property and in reliance upon the aggregate of all Individual Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure the Note; (ii) an Event of Default under the Note or this Agreement shall constitute an Event of Default under each Mortgage; (iii) each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Individual Properties as security for the Note; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance. To the fullest extent permitted by law, Borrower, Borrower for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and or members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements)Mortgages, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of any of the Collateral Individual Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of any of the Individual Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the CollateralMortgages, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower Individual Properties or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower Individual Property or any combination of such Collateral the Individual Properties before proceeding against any other Collateral with respect to one Individual Property or more Mortgage Borrowerscombination of Individual Properties; and further in the event of such foreclosure Borrower does hereby expressly consent consents to and authorizeauthorizes, at the option of Lender, the foreclosure and sale either separately or together of any combination of the CollateralIndividual Properties.

Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure the Note; (ii) an Event of Default under the Note or this Agreement shall constitute an Event of Default under each Mortgage; (iii) each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance.. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Properties by power of sale, Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the CollateralMortgages, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower Properties or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower Individual Property or any combination of such Collateral the Properties before proceeding against any other Collateral with respect to one Individual Property or more Mortgage Borrowerscombination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent consents to and authorizeauthorizes, at the option of Lender, the foreclosure and sale either separately or together of any combination of the CollateralProperties.

Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties or the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. (a) The Borrower acknowledges that Lender has made the Loan to the Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of the Properties taken separately. The Borrower agrees that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure the Note; (ii) an Event of Default under the Note or this Loan Agreement shall constitute an Event of Default under each Mortgage; and (iii) each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note, except that the Gilroy V Mortgages shall only constitute security for the Gilroy V Note and the Gilroy V Guarantee. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s 's partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements)Mortgages, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives (to the extent permitted by law) in the event of foreclosure of (or any enforcement action with respect to) any or all of the CollateralMortgages, any equitable right otherwise available to the Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower Properties or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower Individual Property or any combination of such Collateral the Properties before proceeding against any other Collateral with respect to one Individual Property or more Mortgage Borrowerscombination of Properties; and further in the event of such foreclosure the Borrower does hereby expressly consent consents to and authorizeauthorizes, at the option of the Lender, the foreclosure and sale either separately or together of any combination of the Collateral.Properties. Section 10.17